From
on or about June 1, 2004 to on or about December 31, 2004 in the County of Cumberland,
and State of Maine, Darren F. McDunnah, acting intentionally or knowingly, did
transact business in the State of Maine as a broker-dealer or sales representative
by offering to sell or selling what was in fact a security, namely a promissory
note from the Phoenix Project, Inc. to Adullam Gospel Church, Inc., without being
licensed to do so under the Maine Revised Securities Act, all being in violation
of 32 M.R.S.A. §§ 10301 (1) and 10604 (1)(A), (6) and (7) (1999).

COUNT TWO

SALE OF UNREGISTERED SECURITIES

(CLASS C)

From
on or about June 1, 2004 to on or about December 31, 2004 in the County of Cumberland,
and State of Maine, Darren F. McDunnah, acting intentionally or knowingly, did
offer to sell or sell what was in fact a security, namely a promissory note from
the Phoenix Project, Inc. to Adullam Gospel Church, Inc., when such security was
not, in fact, registered under the Revised Maine Securities Act, all in violation
of 32 M.R.S.A. §§ 10401 & 10604(1)(A) (1999).

COUNT THREE

SECURITIES FRAUD AND DECEPTION

(CLASS C)

From
on or about June 1, 2004 to on or about December 31, 2004, in the County of Cumberland, and State of Maine and pursuant to
one scheme or course of conduct in connection with the offer, sale or purchase
or any security, Darren F. McDunnah, acting intentionally or knowingly,did directly or indirectly,

a)Employ any device, scheme or artifice to defraud;

b)Make any untrue statements of a material fact or
omit to state a material fact necessary in order to make the statements made,
in light of the circumstances under which they are made, not misleading; or

c)Engage in any act, practice or course of business
which operates or would operate as a deceit upon a person.

To
wit, Darren F. McDunnah did intentionally or knowingly:

1)Fail to disclose to the Adullam Gospel Church or
its designated agents that he was not licensed under the laws of the State of
Maine to sell what was in fact a security, namely the promissory note titled “Promissory
Note from the Phoenix Project, Inc. [the Borrower] to Adullam Gospel Church, Inc.,
[the Lender]”, in the principal amount of $400,000.00;

2)Fail to disclose to the Adullam Gospel Church or
its designated agents that the security offered and sold, namelythe promissory note titled “Promissory Note
from the Phoenix Project, Inc. [the Borrower] to Adullam Gospel Church, Inc.,
[the Lender]”, in the principal amount of $400,000.00, was not registered under
the laws of the State of Maine; or

3)Fail to disclose to the Adullam Gospel Church or
its designated agents that Darren F. McDunnah would use as his own or fail to
invest as represented the moneys received from the sale of the security, namely
the promissory note titled “Promissory Note from the Phoenix Project, Inc. [the
Borrower] to Adullam Gospel Church, Inc., [the Lender]”, in the principal amount
of $400,000.00.

All
of the above was in violation of 32 M.R.S.A §§ 10201 and 10604 (1999).